Data Processing Addendum for Products where Google is a Data Processor

Google and the counterparty agreeing to this addendum (“Customer”) have entered into an agreement for the provision of the Processor Services (as amended from time to time, the “Agreement”).

This Google Data Processing Addendum (including the appendices, “Data Processing Addendum”) is entered into by Google and Customer and supplement the Agreement. This Data Processing Addendum will be effective, and replace any previously applicable terms relating to their subject matter (including any data processing amendment or data processing addendum relating to the Processor Services), from the Terms Effective Date.

If you are accepting this Data Processing Addendum on behalf of Customer, you warrant that: (a) you have full legal authority to bind Customer to this Data Processing Addendum; (b) you have read and understand this Data Processing Addendum; and (c) you agree, on behalf of Customer, to this Data Processing Addendum. If you do not have the legal authority to bind Customer, please do not accept this Data Processing Addendum.

1.Introduction

This Data Processing Addendum reflects the parties’ agreement on the terms governing the processing and security of Customer Personal Data in connection with the Data Protection Legislation.

2.Definitions and Interpretation

2.1In this Data Processing Addendum:

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with, a party.

“Customer Personal Data" means personal data that is processed by Google on behalf of Customer in Google’s provision of the Processor Services.

“Data Incident" means a breach of Google’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data on systems managed by or otherwise controlled by Google. “Data Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

“Data Subject Tool” means a tool (if any) made available by a Google Entity to data subjects that enables Google to respond directly and in a standardised manner to certain requests from data subjects in relation to Customer Personal Data (for example, online advertising settings or an opt-out browser plugin).

“EEA” means the European Economic Area.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

“Google” means the Google Entity that is party to the Agreement.

“Google Affiliate Subprocessors” has the meaning given in Section 11.1 (Consent to Subprocessor Engagement).

“Google Entity” means Google LLC (formerly known as Google Inc.), Google Ireland Limited or any other Affiliate of Google LLC.

“Notification Email Address” means the email address (if any) designated by Customer, via the user interface of the Processor Services or such other means provided by Google, to receive certain notifications from Google relating to this Data Processing Addendum.

“Security Documentation” means the certificate issued for the ISO 27001 Certification and/or any other security certifications or documentation that Google may make available in respect of the Processor Services.

“Security Measures” has the meaning given in Section 7.1.1 (Google’s Security Measures).

“Subprocessors” means third parties authorised under this Data Processing Addendum to have logical access to and process Customer Personal Data in order to provide parts of the Processor Services and any related technical support.

“Term” means the period from the Terms Effective Date until the end of Google’s provision of the Processor Services under the Agreement.

“Terms Effective Date” means, as applicable:

(a) 25 May 2018, if Customer clicked to accept or the parties otherwise agreed to this Data Processing Addendum before or on such date; or

(b) the date on which Customer clicked to accept or the parties otherwise agreed to this Data Processing Addendum, if such date is after 25 May 2018.

“Third Party Subprocessors” has the meaning given in Section 11.1 (Consent to Subprocessor Engagement).

2.2 The terms “controller”, “data subject”, “personal data”, “processing”, “processor” and “supervisory authority” as used in this Data Processing Addendum have the meanings given in the GDPR.

2.3 Any phrase introduced by the terms “including”, “include” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms. Any examples in this Data Processing Addendum are illustrative and not the sole examples of a particular concept.

2.4 Any reference to a legal framework, statute or other legislative enactment is a reference to it as amended or re-enacted from time to time.

3.Duration of this Data Processing Addendum

This Data Processing Addendum will take effect on the Terms Effective Date and, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Personal Data by Google as described in this Data Processing Addendum.

4.Application of this Data Processing Addendum

4.1Application of Data Protection Legislation.This Data Processing Addendum will only apply to the extent that the Data Protection Legislation applies to the processing of Customer Personal Data, including if:

(a) the processing is in the context of the activities of an establishment of Customer in the EEA; and/or

(b) Customer Personal Data is personal data relating to data subjects who are in the EEA and the processing relates to the offering to them of goods or services or the monitoring of their behaviour in the EEA.

4.2Application to Processor Services.This Data Processing Addendum will only apply to the Processor Services for which the parties agreed to this Data Processing Addendum (for example: (a) the Processor Services for which Customer clicked to accept this Data Processing Addendum; or (b) if the Agreement incorporates this Data Processing Addendum by reference, the Processor Services that are the subject of the Agreement).

5.Processing of Data

5.1Roles and Regulatory Compliance; Authorisation.

5.1.1Processor and Controller Responsibilities. The parties acknowledge and agree that:

(a) Appendix 1 describes the subject matter and details of the processing of Customer Personal Data;

(b) Google is a processor of Customer Personal Data under the Data Protection Legislation;

(c) Customer is a controller or processor, as applicable, of Customer Personal Data under the Data Protection Legislation; and

(d) each party will comply with the obligations applicable to it under the Data Protection Legislation with respect to the processing of Customer Personal Data.

5.1.2 Authorisation by Third Party Controller. If Customer is a processor, Customer warrants to Google that Customer’s instructions and actions with respect to Customer Personal Data, including its appointment of Google as another processor, have been authorised by the relevant controller.

5.2Customer’s Instructions. By entering into this Data Processing Addendum, Customer instructs Google to process Customer Personal Data only in accordance with applicable law: (a) to provide the Processor Services and any related technical support; (b) as further specified via Customer’s use of the Processor Services (including in the settings and other functionality of the Processor Services) and any related technical support; (c) as documented in the form of the Agreement, including this Data Processing Addendum; and (d) as further documented in any other written instructions given by Customer and acknowledged by Google as constituting instructions for purposes of this Data Processing Addendum.

5.3Google’s Compliance with Instructions. Google will comply with the instructions described in Section 5.2 (Customer’s Instructions) (including with regard to data transfers) unless EU or EU Member State law to which Google is subject requires other processing of Customer Personal Data by Google, in which case Google will inform Customer (unless that law prohibits Google from doing so on important grounds of public interest).

6.Data Deletion

6.1Deletion During Term.

6.1.1Processor Services With Deletion Functionality. During the Term, if:

(a) the functionality of the Processor Services includes the option for Customer to delete Customer Personal Data;

(c) the deleted Customer Personal Data cannot be recovered by Customer (for example, from the “trash”),

then Google will delete such Customer Personal Data from its systems as soon as reasonably practicable, unless EU or EU Member State law requires storage.

6.1.2 Processor Services Without Deletion Functionality. During the Term, if the functionality of the Processor Services does not include the option for Customer to delete Customer Personal Data, then Google will comply with any reasonable request from Customer to facilitate such deletion, insofar as this is possible taking into account the nature and functionality of the Processor Services. Google may charge a fee (based on Google’s reasonable costs) for any data deletion under this Section 6.1.2 (Processor Services Without Deletion Functionality). Google will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such data deletion.

6.2Deletion on Term Expiry. On expiry of the Term, Customer instructs Google to delete all Customer Personal Data (including existing copies) from Google’s systems in accordance with applicable law. Google will comply with this instruction as soon as reasonably practicable unless EU or EU Member State law requires storage.

7.Data Security

7.1Google’s Security Measures and Assistance.

7.1.1 Google’s Security Measures. Google will implement and maintain technical and organisational measures to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access as described in Appendix 2 (the “Security Measures”). Google may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Processor Services.

7.1.2 Security Compliance by Google Staff. Google will ensure that all persons authorised to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

7.1.3 Google’s Security Assistance. Customer agrees that Google will (taking into account the nature of the processing of Customer Personal Data and the information available to Google) assist Customer in ensuring compliance with any obligations of Customer in respect of security of personal data and personal data breaches, including (if applicable) Customer’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR, by:

7.2.2 Details of Data Incident. Notifications made under Section 7.2.1 (Incident Notification) will describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and steps Google recommends Customer take to address the Data Incident.

7.2.3 Delivery of Notification. Google will deliver its notification of any Data Incident to the Notification Email Address or, at Google’s discretion (including if Customer has not provided a Notification Email Address), by other direct communication (for example, by phone call or an in-person meeting). Customer is solely responsible for providing the Notification Email Address and ensuring that the Notification Email Address is current and valid.

7.2.4 Third Party Notifications. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third party notification obligations related to any Data Incident.

7.2.5 No Acknowledgement of Fault by Google. Google’s notification of or response to a Data Incident under this Section 7.2 (Data Incidents) will not be construed as an acknowledgement by Google of any fault or liability with respect to the Data Incident.

(b) Google has no obligation to protect Customer Personal Data that Customer elects to store or transfer outside of Google’s and its Subprocessors’ systems.

7.3.2Customer’s Security Assessment. Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals) the Security Measures implemented and maintained by Google as set out in Section 7.1.1 (Google’s Security Measures) provide a level of security appropriate to the risk in respect of Customer Personal Data.

7.4Security Certification. To evaluate and help ensure the continued effectiveness of the Security Measures, Google will maintain the ISO 27001 Certification for the products listed at privacy.google.com/businesses/compliance.

7.5Reviews and Audits of Compliance.

7.5.1 Reviews of Security Documentation. To demonstrate compliance by Google with its obligations under this Data Processing Addendum, Google will make the Security Documentation available for review by Customer.

7.5.2Customer’s Audit Rights.

(a) Google will allow Customer or a third party auditor appointed by Customer to conduct audits (including inspections) to verify Google’s compliance with its obligations under this Data Processing Addendum in accordance with Section 7.5.3 (Additional Business Terms for Audits). Google will contribute to such audits as described in Section 7.4 (Security Certification) and this Section 7.5 (Reviews and Audits of Compliance).

(b) Customer may also conduct an audit to verify Google’s compliance with its obligations under this Data Processing Addendum by reviewing the certificate issued for the ISO 27001 Certification (which reflects the outcome of an audit conducted by a third party auditor).

7.5.3Additional Business Terms for Audits.

(a) Customer will send any request for an audit under Section 7.5.2(a) to Google as described in Section 12.1 (Contacting Google).

(b) Following receipt by Google of a request under Section 7.5.3(a), Google and Customer will discuss and agree in advance on the reasonable start date, scope and duration of, and security and confidentiality controls applicable to, any audit under Section 7.5.2(a).

(c) Google may charge a fee (based on Google’s reasonable costs) for any audit under Section 7.5.2(a). Google will provide Customer with further details of any applicable fee, and the basis of its calculation, in advance of any such audit. Customer will be responsible for any fees charged by any third party auditor appointed by Customer to execute any such audit.

(d) Google may object to any third party auditor appointed by Customer to conduct any audit under Section 7.5.2(a) if the auditor is, in Google’s reasonable opinion, not suitably qualified or independent, a competitor of Google or otherwise manifestly unsuitable. Any such objection by Google will require Customer to appoint another auditor or conduct the audit itself.

(e) Nothing in this Data Processing Addendum will require Google either to disclose to Customer or its third party auditor, or to allow Customer or its third party auditor to access:

(iv) any information that, in Google's reasonable opinion, could: (A) compromise the security of any Google Entity’s systems or premises; or (B) cause any Google Entity to breach its obligations under the Data Protection Legislation or its security and/or privacy obligations to Customer or any third party; or

(v) any information that Customer or its third party auditor seeks to access for any reason other than the good faith fulfilment of Customer’s obligations under the Data Protection Legislation.

8.Impact Assessments and Consultations

Customer agrees that Google will (taking into account the nature of the processing and the information available to Google) assist Customer in ensuring compliance with any obligations of Customer in respect of data protection impact assessments and prior consultation, including (if applicable) Customer’s obligations pursuant to Articles 35 and 36 of the GDPR, by:

(b) providing the information contained in this Data Processing Addendum; and

(c) providing or otherwise making available, in accordance with Google’s standard practices, other materials concerning the nature of the Processor Services and the processing of Customer Personal Data (for example, help centre materials).

9.Data Subject Rights

9.1Responses to Data Subject Requests. If Google receives a request from a data subject in relation to Customer Personal Data, Google will:

(a) if the request is made via a Data Subject Tool, respond directly to the data subject’s request in accordance with the standard functionality of that Data Subject Tool; or

(b) if the request is not made via a Data Subject Tool, advise the data subject to submit his/her request to Customer, and Customer will be responsible for responding to such request.

9.2Google’s Data Subject Request Assistance. Customer agrees that Google will (taking into account the nature of the processing of Customer Personal Data and, if applicable, Article 11 of the GDPR) assist Customer in fulfilling any obligation of Customer to respond to requests by data subjects, including (if applicable) Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR, by:

(a)providing the functionality of the Processor Services;

(b)complying with the commitments set out in Section 9.1 (Responses to Data Subject Requests); and

(c)if applicable to the Processor Services, making available Data Subject Tools.

10.Data Transfers

10.1Data Storage and Processing Facilities. Customer agrees that Google may, subject to Section 10.2 (Transfers of Data Out of the EEA and Switzerland), store and process Customer Personal Data in the United States of America and any other country in which Google or any of its Subprocessors maintains facilities.

10.2 Transfers of Data Out of the EEA and Switzerland. Google will ensure that:

(a) the parent company of the Google group, Google LLC, remains self-certified under Privacy Shield on behalf of itself and its wholly-owned U.S. subsidiaries; and

11.Subprocessors

11.1Consent to Subprocessor Engagement. Customer specifically authorises the engagement of Google’s Affiliates as Subprocessors (“Google Affiliate Subprocessors”). In addition, Customer generally authorises the engagement of any other third parties as Subprocessors (“Third Party Subprocessors”).

11.3Requirements for Subprocessor Engagement. When engaging any Subprocessor, Google will:

(a) ensure via a written contract that:

(i) the Subprocessor only accesses and uses Customer Personal Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including this Data Processing Addendum) and Privacy Shield; and

(ii) if the GDPR applies to the processing of Customer Personal Data, the data protection obligations set out in Article 28(3) of the GDPR are imposed on the Subprocessor; and

(b) remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

11.4Opportunity to Object to Subprocessor Changes.

(a) When any new Third Party Subprocessor is engaged during the Term, Google will, at least 30 days before the new Third Party Subprocessor processes any Customer Personal Data, inform Customer of the engagement (including the name and location of the relevant subprocessor and the activities it will perform) by sending an email to the Notification Email Address.

(b) Customer may object to any new Third Party Subprocessor by terminating the Agreement immediately upon written notice to Google, on condition that Customer provides such notice within 90 days of being informed of the engagement of the new Third Party Subprocessor as described in Section 11.4(a). This termination right is Customer’s sole and exclusive remedy if Customer objects to any new Third Party Subprocessor.

12.Contacting Google; Processing Records

12.1Contacting Google. Customer may contact Google in relation to the exercise of its rights under this Data Processing Addendum via the methods described at privacy.google.com/businesses/gdprprocessorsupport or via such other means as may be provided by Google from time to time.

12.2Google’s Processing Records. Customer acknowledges that Google is required under the GDPR to: (a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which Google is acting and (if applicable) of such processor’s or controller's local representative and data protection officer; and (b) make such information available to the supervisory authorities. Accordingly, Customer will, where requested and as applicable to Customer, provide such information to Google via the user interface of the Processor Services or via such other means as may be provided by Google, and will use such user interface or other means to ensure that all information provided is kept accurate and up-to-date.

13.Liability

Notwithstanding anything else in the Agreement, the total liability of either party towards the other party under or in connection with this Data Processing Addendum will be limited to the maximum monetary or payment-based amount at which that party’s liability is capped under the Agreement (for clarity, any exclusion of confidentiality or indemnification claims from the Agreement’s limitation of liability will not apply to claims under the Agreement relating to the Data Protection Legislation). Nothing in this Section 13 (Liability) will exclude or limit either party’s liability for: (a) death or personal injury resulting from its negligence or the negligence of its employees or agents; (b) fraud or fraudulent misrepresentation; or (c) matters for which liability cannot be excluded or limited under applicable law.

14.Effect of this Data Processing Addendum

If there is any conflict or inconsistency between the terms of this Data Processing Addendum and the remainder of the Agreement, the terms of this Data Processing Addendum will govern. Subject to the amendments in this Data Processing Addendum, the Agreement remains in full force and effect.

15.Changes to this Data Processing Addendum

15.1Changes to URLs. From time to time, Google may change any URL referenced in this Data Processing Addendum and the content at any such URL. Google may only change the list of potential Processor Services at privacy.google.com/businesses/gdprservices:

(a) to reflect a change to the name of a service;

(b) to add a new service; or

(c) to remove a service where either: (i) all contracts for the provision of that service are terminated; or (ii) Google has Customer’s consent.

15.2Changes to Data Processing Terms.Google may change this Data Processing Addendum if the change:

(a) is expressly permitted by this Data Processing Addendum, including as described in Section 15.1 (Changes to URLs);

(b) reflects a change in the name or form of a legal entity;

(c) is required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency; or

(d) does not (i) result in a degradation of the overall security of the Processor Services; (ii) expand the scope of or remove any restrictions on Google’s processing of Customer Personal Data, as described in Section 5.3 (Google’s Compliance with Instructions); and (iii) otherwise have a material adverse impact on Customer’s rights under this Data Processing Addendum, as reasonably determined by Google.

15.3Notification of Changes.If Google intends to change this Data Processing Addendum under Section 15.2(c) or (d), Google will inform Customer at least 30 days (or such shorter period as may be required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency) before the change will take effect by either: (a) sending an email to the Notification Email Address; or (b) alerting Customer via the user interface for the Processor Services. If Customer objects to any such change, Customer may terminate the Agreement by giving written notice to Google within 90 days of being informed by Google of the change

Appendix 1: Subject Matter and Details of the Data Processing

Subject Matter

Google’s provision of the Processor Services and any related technical support to Customer.

Duration of the Processing

The Term plus the period from expiry of the Term until deletion of all Customer Personal Data by Google in accordance with this Data Processing Addendum.

Nature and Purpose of the Processing

Google will process (including, as applicable to the Processor Services and the instructions described in Section 5.2 (Customer’s Instructions), collecting, recording, organising, structuring, storing, altering, retrieving, using, disclosing, combining, erasing and destroying) Customer Personal Data for the purpose of providing the Processor Services and any related technical support to Customer in accordance with this Data Processing Addendum.

Types of Personal Data

Categories of Data Subjects

Customer Personal Data will concern the following categories of data subjects:

data subjects about whom Google collects personal data in its provision of the Processor Services; and/or

data subjects about whom personal data is transferred to Google in connection with the Processor Services by, at the direction of, or on behalf of Customer.

Depending on the nature of the Processor Services, these data subjects may include individuals: (a) to whom online advertising has been, or will be, directed; (b) who have visited specific websites or applications in respect of which Google provides the Processor Services; and/or (c) who are customers or users of Customer’s products or services.

Appendix 2: Security Measures

As from the Terms Effective Date, Google will implement and maintain the Security Measures set out in this Appendix 2. Google may update or modify such Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Processor Services.

1.Data Centre & Network Security

Redundancy. Infrastructure systems have been designed to eliminate single points of failure and minimise the impact of anticipated environmental risks. Dual circuits, switches, networks or other necessary devices help provide this redundancy. The Processor Services are designed to allow Google to perform certain types of preventative and corrective maintenance without interruption. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer's or internal specifications. Preventative and corrective maintenance of the data centre equipment is scheduled through a standard process according to documented procedures.

Power. The data centre electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, and 7 days a week. In most cases, a primary as well as an alternate power source, each with equal capacity, is provided for critical infrastructure components in the data centre. Backup power is provided by various mechanisms such as uninterruptible power supply (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If utility power is interrupted, backup power is designed to provide transitory power to the data centre, at full capacity, for up to 10 minutes until the diesel generator systems take over. The diesel generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data centre at full capacity typically for a period of days.

Server Operating Systems. Google servers use hardened operating systems which are customised for the unique server needs of the business. Data is stored using proprietary algorithms to augment data security and redundancy. Google employs a code review process to increase the security of the code used to provide the Processor Services and enhance the security products in production environments.

Businesses Continuity. Google replicates data over multiple systems to help to protect against accidental destruction or loss. Google has designed and regularly plans and tests its business continuity planning/disaster recovery programs.

(b)Networks & Transmission.

Data Transmission. Data centres are typically connected via high-speed private links to provide secure and fast data transfer between data centres. This is designed to prevent data from being read, copied, altered or removed without authorisation during electronic transfer or transport or while being recorded onto data storage media. Google transfers data via Internet standard protocols.

Data Centre Access Procedures. Google maintains formal access procedures for allowing physical access to the data centres. The data centres are housed in facilities that require electronic card key access, with alarms that are linked to the on-site security operation. All entrants to the data centre are required to identify themselves as well as show proof of identity to on-site security operations. Only authorised employees, contractors and visitors are allowed entry to the data centres. Only authorised employees and contractors are permitted to request electronic card key access to these facilities. Data centre electronic card key access requests must be made in advance and in writing, and require the approval of the requestor’s manager and the data centre director. All other entrants requiring temporary data centre access must: (i) obtain approval in advance from the data centre managers for the specific data centre and internal areas they wish to visit; (ii) sign in at on-site security operations; and (iii) reference an approved data centre access record identifying the individual as approved.

On-site Data Centre Security Devices. Google’s data centres employ an electronic card key and biometric access control system that is linked to a system alarm. The access control system monitors and records each individual’s electronic card key and when they access perimeter doors, shipping and receiving, and other critical areas. Unauthorised activity and failed access attempts are logged by the access control system and investigated, as appropriate. Authorised access throughout the business operations and data centres is restricted based on zones and the individual’s job responsibilities. The fire doors at the data centres are alarmed. CCTV cameras are in operation both inside and outside the data centres. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data centre building, and shipping/receiving. On-site security operations personnel manage the CCTV monitoring, recording and control equipment. Secure cables throughout the data centres connect the CCTV equipment. Cameras record on-site via digital video recorders 24 hours a day, 7 days a week. The surveillance records are retained for at least 7 days based on activity.

(b)Access Control.

Infrastructure Security Personnel. Google has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Google’s infrastructure security personnel are responsible for the ongoing monitoring of Google’s security infrastructure, the review of the Processor Services, and responding to security incidents.

Access Control and Privilege Management. Customer's administrators and users must authenticate themselves via a central authentication system or via a single sign on system in order to use the Processor Services.

Internal Data Access Processes and Policies – Access Policy. Google’s internal data access processes and policies are designed to prevent unauthorised persons and/or systems from gaining access to systems used to process personal data. Google aims to design its systems to: (i) only allow authorised persons to access data they are authorised to access; and (ii) ensure that personal data cannot be read, copied, altered or removed without authorisation during processing, use and after recording. The systems are designed to detect any inappropriate access. Google employs a centralised access management system to control personnel access to production servers, and only provides access to a limited number of authorised personnel. LDAP, Kerberos and a proprietary system utilising SSH certificates are designed to provide Google with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Google requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimise the potential for unauthorised account use. The granting or modification of access rights is based on: the authorised personnel’s job responsibilities; job duty requirements necessary to perform authorised tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Google’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g. login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength.

3.Data

(a)Data Storage, Isolation & Authentication.

Google stores data in a multi-tenant environment on Google-owned servers. Data, the Processor Services database and file system architecture are replicated between multiple geographically dispersed data centres. Google logically isolates each customer's data. A central authentication system is used across all Processor Services to increase uniform security of data.

(b)Decommissioned Disks and Disk Destruction Guidelines.

Certain disks containing data may experience performance issues, errors or hardware failure that lead them to be decommissioned (“Decommissioned Disk”). Every Decommissioned Disk is subject to a series of data destruction processes (the “Data Destruction Guidelines”) before leaving Google’s premises either for reuse or destruction. Decommissioned Disks are erased in a multi-step process and verified complete by at least two independent validators. The erase results are logged by the Decommissioned Disk’s serial number for tracking. Finally, the erased Decommissioned Disk is released to inventory for reuse and redeployment. If, due to hardware failure, the Decommissioned Disk cannot be erased, it is securely stored until it can be destroyed. Each facility is audited regularly to monitor compliance with the Data Destruction Guidelines.

4.Personnel Security

Google personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Google conducts reasonably appropriate backgrounds checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations.

Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Google’s confidentiality and privacy policies. Personnel are provided with security training. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role. Google’s personnel will not process Customer Personal Data without authorisation.

5.Subprocessor Security

Before onboarding Subprocessors, Google conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Google has assessed the risks presented by the Subprocessor then, subject always to the requirements set out in Section 11.3 (Requirements for Subprocessor Engagement), the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.